54 JUST GROUP PLC Annual Report and Accounts 2020
chair’s introduction to governance
I am pleased to present the Group’s Corporate Governance Report for 2020
Dear Shareholder
On behalf of the Board of Just Group plc (the “Board”) I am pleased to present the 2020 Corporate Governance Report, my first since becoming Chair in August 2020. The UK Corporate Governance Code 2018 (the “Code”) was adopted by the Board from 1 January 2019. The Board considers that it has complied with the provisions of the Code. Our Governance Report explains further how we have applied the principles of the Code. LEADERSHIP AND PURPOSE The Board has agreed an effective corporate governance model for the Group, based on the principles and provisions of the Code. The Group has a strong social purpose, “we help people achieve a better later life” and aims to generate long-term, sustainable value for shareholders, as well as consideration for other stakeholders and the impact of the business’s operations on wider society. In order to achieve these aims our recent priority has been to deliver a sustainable capital model. During 2020 the combination of management actions and increasing levels of organic capital generation has led to both improved capital resilience and increased overall capital strength. The Board continued to engage in discussions with the Prudential Regulation Authority throughout 2020 and although our solvency position continues to strengthen, regulatory scrutiny remains high and some uncertainty and risk remains. However, the Group is in a much stronger position now, ending the year with a solvency capital ratio of 156% (allowing for a notional recalculation of TMTP as at 31 December 2020). Additionally, the sale of a portion of LTMs and two further NNEG hedge transactions have further reduced the Group’s property exposure. Through our commitment to good governance, the refocus of our strategy to ensure our business model remained economically attractive, and taking actions to achieve capital self-sufficiency, the Board believes that the outlook for the business is improving. Before the COVID-19 pandemic, the share price was recovering from falls in 2019. With the advent of COVID-19, concerns about the Group’s exposure to residential property and the general economic environment impacted the share price again. The share price recovered somewhat towards the end of 2020 – management actions led to a strengthened solvency position, whilst the economic outlook improved and the UK residential property market remained robust. 2020 AGM I am pleased to report that at our 2020 Annual General Meeting (“AGM”) all resolutions were passed with at least 89% of those voting supporting the resolutions. This included the resolution for the new Directors’ Remuneration Policy. Due to COVID-19, the meeting was held in our Reigate office with only the Group Chief Executive Officer and the Group Company Secretary present. The meeting was broadcast and shareholders could dial in to listen. The Board was disappointed that the usual shareholder engagement could not take place. In order to facilitate engagement in the difficult circumstances, shareholders were encouraged to cast their vote by proxy and to submit questions in advance of the meeting. 2021 AGM I am pleased to confirm that the 2021 AGM will be held on 11 May 2021 at 10.00 am at our registered office, Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP. At the time of writing, it is not clear what COVID-19 restrictions will be in place at that time. In order to facilitate the best possible engagement with shareholders, given the circumstances, we intend to broadcast the AGM through Microsoft Teams and there will be an opportunity for shareholders to ask the Board questions should you wish to join the meeting online. Unfortunately there is no facility to vote online during the AGM and so your Board recommends that you vote via proxy in advance of the meeting. There will be a designated email to submit questions in advance of the AGM. More information about the 2021 AGM the associated arrangements can be found in the Notice of Meeting and on the Group’s website.
John Hastings-Bass Chair
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